[Federal Register Volume 80, Number 48 (Thursday, March 12, 2015)]
[Notices]
[Pages 13057-13058]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-05596]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31498; 812-14417]


American Beacon NextShares Trust, et al.; Notice of Application

March 6, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the 
Act, under sections 6(c) and 17(b) of the Act for an exemption from 
sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) 
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the 
Act.

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    Applicants: American Beacon NextShares Trust (the ``Trust''), 
American Beacon Advisors, Inc. (the ``Manager'') and Foreside Fund 
Services, LLC (the ``Distributor'').
    Summary of Application: Applicants request an order (``Order'') 
that permits: (a) Actively managed series of certain open-end 
management investment companies to issue shares (``Shares'') redeemable 
in large aggregations only (``Creation Units''); (b) secondary market 
transactions in Shares to occur at the next-determined net asset value 
plus or minus a market-determined premium or discount that may vary 
during the trading day; (c) certain series to pay redemption proceeds, 
under certain circumstances, more than seven days from the tender of 
Shares for redemption; (d) certain affiliated persons of the series to 
deposit securities into, and receive securities from, the series in 
connection with the purchase and redemption of Creation Units; (e) 
certain registered management investment companies and unit investment 
trusts outside of the same group of investment companies as the series 
to acquire Shares; and (f) certain series to create and redeem Shares 
in kind in a master-feeder structure. The Order would incorporate by 
reference terms and conditions of a previous order granting the same 
relief sought by applicants, as that order may be amended from time to 
time (``Reference Order'').\1\
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    \1\ Eaton Vance Management, et al., Investment Company Act Rel. 
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).
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    Filing Dates: The application was filed on January 15, 2015, and 
amended on February 23, 2015.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 31, 2015, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: The Commission: Brent J. Fields, Secretary, U.S. Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. 
Applicants: American Beacon NextShares Trust and American Beacon 
Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, TX 
75039, and Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, 
Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, or 
Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of 
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants

    1. The Trust will be registered as an open-end management 
investment company under the Act and is a business trust organized 
under the laws of Massachusetts. Applicants seek relief with respect to 
five Funds (as defined below, and those Funds, the ``Initial Funds''). 
The portfolio positions of each Fund will consist of securities and 
other assets selected and managed by its Manager or Subadviser (as 
defined below) to pursue the Fund's investment objective.
    2. The Manager, a Delaware corporation, will be the investment 
manager to the Initial Funds. A Manager (as defined below) will serve 
as investment manager to each Fund. The Manager is, and any other 
Manager will be, registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act''). The Manager and the 
Trust may retain one or more subadvisers (each a ``Subadviser'') to 
manage the portfolios of the Funds. Any Subadviser will be registered, 
or not subject to registration, under the Advisers Act.
    3. The Distributor is a Delaware limited liability company and a 
broker-dealer registered under the Securities Exchange Act of 1934 and 
will act as the principal underwriter of Shares of the Funds. 
Applicants request that the requested relief apply to any distributor 
of Shares, whether affiliated or unaffiliated with the Manager 
(included in the term ``Distributor''). Any Distributor will comply 
with the terms and conditions of the Order.

Applicants' Requested Exemptive Relief

    4. Applicants seek the requested Order under section 6(c) of the 
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) 
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) 
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the 
Act, and under section 12(d)(1)(J) of the Act for an exemption from 
sections 12(d)(1)(A) and (B) of the Act. The requested Order would 
permit applicants to offer exchange-traded managed funds. Because the 
relief requested is the same as the relief granted by the Commission 
under the Reference Order and because the Manager has entered into, or 
anticipates entering into, a licensing agreement with Eaton Vance 
Management, or an affiliate thereof in order to offer exchange-traded 
managed funds,\2\ the Order would incorporate by reference the terms 
and conditions of the Reference Order.
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    \2\ Eaton Vance Management has obtained patents with respect to 
certain aspects of the Funds' method of operation as exchange-traded 
managed funds.
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    5. Applicants request that the Order apply to the Initial Funds and 
to any other existing or future open-end management investment company 
or series thereof that: (a) Is advised by the Manager or any entity 
controlling, controlled by, or under common control

[[Page 13058]]

with the Manager (any such entity included in the term ``Manager''); 
(b) operates as an exchange-traded managed fund as described in the 
Reference Order; and (c) complies with the terms and conditions of the 
Order and of the Reference Order, which is incorporated by reference 
herein (each such company or series and Initial Fund, a ``Fund'').\3\
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    \3\ All entities that currently intend to rely on the Order are 
named as applicants. Any other entity that relies on the Order in 
the future will comply with the terms and conditions of the Order 
and of the Reference Order, which is incorporated by reference 
herein.
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    6. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction, or any class of persons, 
securities or transactions, from any provisions of the Act, if and to 
the extent that such exemption is necessary or appropriate in the 
public interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act. 
Section 17(b) of the Act authorizes the Commission to exempt a proposed 
transaction from section 17(a) of the Act if evidence establishes that 
the terms of the transaction, including the consideration to be paid or 
received, are reasonable and fair and do not involve overreaching on 
the part of any person concerned, and the proposed transaction is 
consistent with the policies of the registered investment company and 
the general purposes of the Act. Section 12(d)(1)(J) of the Act 
provides that the Commission may exempt any person, security, or 
transaction, or any class or classes of persons, securities or 
transactions, from any provision of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors.
    7. Applicants submit that for the reasons stated in the Reference 
Order: (1) With respect to the relief requested pursuant to section 
6(c) of the Act, the relief is appropriate, in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act; (2) with respect to 
the relief request pursuant to section 17(b) of the Act, the proposed 
transactions are reasonable and fair and do not involve overreaching on 
the part of any person concerned, are consistent with the policies of 
each registered investment company concerned and consistent with the 
general purposes of the Act; and (3) with respect to the relief 
requested pursuant to section 12(d)(1)(J) of the Act, the relief is 
consistent with the public interest and the protection of investors.

    By the Division of Investment Management, pursuant to delegated 
authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-05596 Filed 3-11-15; 8:45 am]
 BILLING CODE 8011-01-P